Employment Agreement

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Second Amended and Restated Employment Agreement (this "Agreement") is made as of the 31st day of December 2004 between Glowpoint, Inc., a Delaware corporation having its principal office at 225 Long Avenue, Hillside, New Jersey 07205 (hereinafter "Glowpoint"), and Richard Reiss, 10 Timber Acres Road, Springfield, New Jersey 07081 (hereinafter "Employee").

WHEREAS, Employee and Glowpoint entered into an Amended and Restated Employment Agreement on October 14, 2003 (the "Employment Agreement"); and

WHEREAS, Employee possesses certain executive-level knowledge of Glowpoint, the videoconferencing industry and competitors of Glowpoint; and

WHEREAS, this Agreement amends and restates the Employment Agreement in its entirety effective as of the Effective Date; and

WHEREAS, Glowpoint wishes to retain Employee to assist Glowpoint's management and Board of Directors by providing general executive-level advice regarding Glowpoint, the videoconferencing industry and competitors of Glowpoint.

NOW, THEREFORE, in consideration of their mutual promises made herein, and for other good and valuable consideration, the parties hereby agree as follows:

1. Employee Duties . Employee shall provide general executive-level advice regarding Glowpoint, the videoconferencing industry, and competitors of Glowpoint. Employee shall devote such portion of his business time as is reasonably required to fully perform his services under this Agreement. 2. Term of Agreement . The term of Employee's services under this Agreement (the "Employment Term") shall commence as of the date hereof and shall terminate on December 31, 2005. 3. Compensation . As compensation for Employee's services under this Agreement, beginning January 1, 2005, Glowpoint shall pay Employee a salary of $150,000 (the "Salary") for the remainder of the Employment Term, in the amount of $12,500 per month, payable on the fifteenth day of each month. Employee's rights as an optionee under Glowpoint's 2000 Stock Incentive Plan (the "Plan") shall continue to be governed by the terms of the Plan and the associated stock option agreements currently in effect (the "Award Agreements"). Glowpoint shall, in addition to Employee's compensation, reimburse Employee for any reasonable expenses incurred by Employee in the performance of his duties under this Agreement, upon submission of evidence thereof reasonably satisfactory to Glowpoint, including but not limited to:


(a) Employee's BMW car lease through its expiration onDecember 31, 2005, as well as related service and insurance costs; (b) Employee's cell phone monthly charges through December ...